UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington D. C. 20549





FORM 10-Q








x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended December 31, 2010





o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ___ to _____





Commission File Number 333-152023





AMERICAN ENERGY FIELDS, INC.




(Exact name of registrant as specified in its charter)


Delaware

(State or other jurisdiction of incorporation or organization)

26-1657084

(I.R.S. Employer Identification No.)





3266 W. Galveston Drive #101


Apache Junction, AZ 95120


(Address of principal executive offices)





480-288-6530


(Issuer's telephone number)





Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YESx  NOo





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).o Yeso  No





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):





Large accelerated filero                                                                           Accelerated filero





Non-accelerated filero                                                                           Smaller reporting companyx


(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YESo NOx








Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 57,979,088 shares as of February 18, 2011








1











Table of Contents





PagePart I –
Financial InformationItem 1. Financial Statements
3Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
16Item 3. Quantitative and Qualitative Disclosures about Market Risk
18Item 4. Controls and Procedures
18Part II –
Other InformationItem 1. Legal Proceedings
19Item 1A. Risk Factors
19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
19Item 3. Defaults upon Senior Securities
20Item 4. [Removed and Reserved]
20Item 5. Other Information
20Item 6. Exhibits
20














2




ITEM 1. FINANCIAL STATEMENTS.




AMERICAN ENERGY FIELDS, INC.
 (AN EXPLORATION STAGE COMPANY)
 BALANCE SHEET


December 31, 2010


March 31, 2010

(audited)ASSETSCurrent assets:Cash

$
1,531,655


$
962,392Prepaid legal fees


-



18,000Total current assets


1,531,655



980,392Office equipment & vehicle, net of depreciation


30,451



-Other assets:Mining rights


444,200



209,200Deposit


15,000



-Total other assets


459,200



209,200Total Assets

$
2,021,306


$
1,189,592LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
348,400


$
3,058Loan payable


50,000



-Total liabilities


398,400



3,058Stockholders' Equity:Preferred stock, $.0001 par value, 25,000,000 sharesauthorized: no shares issued and outstanding






-Common stock, $.0001 par value, 200,000,000 sharesauthorized: 53,678,255 issued and outstandingat December 31, 2010 and 50,528,255 issued andoutstanding at March 31, 2010


5,368



5,053Additional paid-in capital


4,167,761



1,428,826Common stock, $.0001 par value, 4,500,833 shares tobe issued at December 31, 2010 and 350,000 shares tobe issued at March 31, 2010


2,320,000



49,000Accumulated  deficit


(4,870,223
)


(296,345
)Total stockholders' equity


1,622,906



1,186,534Total liabilities and stockholders' equity

$
2,021,306


$
1,189,592










The accompanying notes to the financial statements should be read in conjunction with the above financial statements.
 3
 AMERICAN ENERGY FIELDS, INC.
 (AN EXPLORATION STAGE COMPANY)
 STATEMENTS OF OPERATIONS





FOR THE THREE MONTHS


PERIOD FROM INCEPTION


FOR THE NINE MONTHS


PERIOD FROM INCEPTION


PERIOD FROM INCEPTIONENDED


NOVEMBER 23, 2009 TO


ENDED


NOVEMBER 23, 2009 TO


NOVEMBER 23, 2009 TODECEMBER 31, 2010


DECEMBER 31, 2009


DECEMBER 31, 2010


MARCH 31, 2010


DECEMBER 31, 2010Revenues

$
-





$
-


$
-


$
-ExpensesExploration costs


12,935






136,103



-



136,103General and administrative


1,114,991



120,144



3,144,497



248,382



3,392,879Depreciation


1,325







3,976



-



3,976Directors' compensation


-











49,000



49,000Total general and administrative


1,129,251



120,144



3,284,576



297,382



3,581,958Other expenses (income)Warrant expense related to stock sale


1,290,250



-



1,290,250



-



1,290,250Interest income


-







(948
)


(1,037
)


(1,985
)Total other expenses (income)


1,290,250



-



1,289,302



(1,037
)


1,288,265Net loss

$
(2,419,501
)

$
(120,144
)

$
(4,573,878
)

$
(296,345
)

$
(4,870,223
)Basic weighted average number ofcommon shares outstanding


53,357,165



28,080,617



50,614,318



43,741,758



49,044,322Diluted weighted average number ofcommon shares outstanding


53,357,165



28,080,617



50,614,318



43,741,758



49,044,322Basic net loss per share

$
(0.05
)


0.00


$
(0.09
)

$
(0.01
)

$
(0.10
)Diluted net loss per share

$
(0.05
)


0.00


$
(0.09
)

$
(0.01
)

$
(0.10
)





The accompanying notes to the financial statements should be read in conjunction with the above financial statements.
 4
 AMERICAN ENERGY FIELDS, INC.
 (AN EXPLORATION STAGE COMPANY)
 STATEMENTS OF CASHFLOWS




FOR THE NINE MONTHS


PERIOD FROM INCEPTION


PERIOD FROM INCEPTIONENDED


NOVEMBER 23, 2009 TO


NOVEMBER 23, 2009 TODECEMBER 31, 2010


MARCH 31, 2010


DECEMBER 31, 2010UNAUDITED


AUDITED


UNAUDITEDCash flows from operating activitiesNet loss

$
(4,573,878
)

$
(296,345
)

$
(4,870,223
)Consulting fees paid by issuance of common stock


-



36,000



36,000Adjustments to reconcile net loss to net cashprovided by (used in) operating activitiesDepreciation


3,976



-



3,976Warrant expense related to stock sale


1,290,250







1,290,250Stock based compensation on options granted


348,400







348,400Common shares to be issued for directors' compensation


-



49,000



49,000Common shares to be issued for mining rights


170,000



-



170,000Common shares to be issued for services


1,400,000







1,400,000Changes in operating assets and liabilitiesDecrease (increase) in prepaid legal fees


18,000



(18,000
)Increase in deposits


(15,000
)






(15,000
)(Decrease) increase in accounts payable & liabilities


46,942



3,058



50,000Net cash (used in) operating activities


(1,311,310
)


(226,287
)


(1,537,597
)Cash flows from investing activitiesAcquisition of mining rights


(235,000
)


(209,200
)


(444,200
)Purchase of office equipment and vehicle


(34,427
)


-



(34,427
)Net cash (used in) investing activities


(269,427
)


(209,200
)


(478,627
)Cash flows from financing activitiesProceeds from issuance of Common Stock


2,150,000



1,397,879



3,547,879Net cash provided by financing activities


2,150,000



1,397,879



3,547,879Net (decrease) increase in cash


569,263



962,392



1,531,655Cash at beginning of period


962,392



-



-Cash at end of period

$
1,531,655


$
962,392


$
1,531,655Cash paid during year for interest

$
-


$
-


$
-Taxes paid

$
-


$
-


$
-


The accompanying notes to the financial statements should be read in conjunction with the above financial statements.
 5
 AMERICAN ENERGY FIELDS, INC.
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO FINANCIAL STATEMENTS





NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS





American Energy Fields, Inc. (the "Company") was incorporated as Sienna Resources, Inc. in the State of Delaware on July 20, 2007 to engage in the acquisition, exploration and development of natural resource properties.  On December 21, 2009 we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware in order to change our name to “American Energy Fields, Inc.”, change our authorized capital to 200,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share and create “blank check” preferred stock.





On December 24, 2009, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Green Energy Fields, Inc., a privately-held Nevada corporation (“Green Energy”), and the shareholders of Green Energy.  Upon closing of the transaction contemplated under the Exchange Agreement, on December 24, 2009, the shareholders of Green Energy transferred all of the issued and outstanding capital stock of Green Energy to the Company in exchange for shares of the Company’s common stock (the “Exchange”).  Such Exchange caused Green Energy to become our wholly-owned subsidiary.  Immediately following the closing of the Exchange, under an Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (the “Conveyance Agreement”),the Company transferred all of its pre-Exchange assets and liabilities (“Split-off”) to its wholly-owned subsidiary, Sienna Resources Holdings, Inc. (“SplitCo”).  Thereafter, pursuant to a stock purchase agreement, the Company transferred all of the outstanding capital stock of SplitCo to Julie Carter, its former officer and director, in exchange for the cancellation of shares of the Company’s common stock that she owned.  Following the Exchange and the Split-off, the Company’s sole line of business is the business of Green Energy.





The Company is now primarily engaged in the acquisition and exploration of properties that may contain uranium mineralization in the United States.  Our target properties are those that have been the subject of historical exploration.  The Company has acquired State Leases and federal unpatented mining claims in the states of Arizona and California for the purpose of exploration and potential development of uranium minerals on a total of approximately 7,200 acres.





Since the Company had no assets of substance prior to the Exchange, for accounting purposes the Exchange has been treated as a merger of both companies and recapitalization of the shares of Green Energy with the Company.  The accounting rules for reverse acquisitions require that, beginning with the date of the acquisition (December 24, 2009), the balance sheet include the assets and liabilities of Green Energy and the equity accounts be recapitalized to reflect the net equity of Green Energy.  Accordingly, the historical operating results of Green Energy are now the operating results of the Company.





Effective November 23, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10, Generally Accepted Accounting Principles – Overall (“ASC 105-10”). ASC 105-10 establishes the FASB Accounting Standards Codification (the “Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All guidance contained in the Codification carries an equal level of authority. The Codification superseded all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the Codification is non-authoritative. The FASB will not issue new standards in the form of Statements, FASB Positions or Emerging Issue Task Force Abstracts. Instead, it will issue Accounting Standards Updates (“ASUs”).





The FASB will not consider ASUs as authoritative in their own right. ASUs will serve only to update the Codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the Codification. References made to FASB guidance throughout this document have been updated for the Codification.





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





BASIS OF PRESENTATION





The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes.




6





Interim Financial Statements





In the opinion of management, the accompanying  financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company's financial position as of December 31, 2010 and the results of its operations, changes in stockholders' (deficit) equity , and cash flows for the nine month periods ended December 31, 2010, respectively and for the period from the commencement of the development stage (November 23, 2009) to December 31, 2010, and for the period from the commencement of the development stage (November 23, 2009) to March 31, 2010. Although management believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities Exchange Commission.





The results of operations for the three and nine months ended December 31, 2010 are not necessarily indicative of the results that may be expected for the full year ending March 31, 2011. The accompanying statements should be read in conjunction with the more detailed financial statements, and the related footnotes thereto, filed with the Company’s Annual Report on Form 10K for the year ended March 31, 2010 filed on July 12, 2010.




DEVELOPMENT STAGE COMPANY





The accompanying financial statements have been prepared in accordance with the FASB Accounting Standards Codification No 915, Development Stage Entities. A development stage enterprise is one in which planned and principal operations have not commenced or, if its operations have commenced, there has been no significant revenue there from.  Development-stage companies report cumulative costs from the enterprise’s inception.





CASH AND CASH EQUIVALENTS





The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents.  The Company maintains cash and cash equivalent balances at one financial institution that is insured by the Federal Deposit Insurance Corporation.





Accounting for Warrants Classified as Equity Issued to Purchase Company Common Stock





Warrants issued in conjunction with equity financings were accounted for under ASC 815-40, Contracts in Entity’s Own Stock.  ASC 825-20, Accounting for Registration Payment Arrangements, establishes the standard that contingent obligations to make future payments under a registration rights arrangement shall be recognized and measured separately in accordance with the standard, Reasonable Estimation of the Amount of a Loss. The Company has evaluated how these standards affected these accompanying financial statements.





USE OF ESTIMATES





The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.





COMPREHENSIVE INCOME





The Company adopted ASC 220-10, “Reporting Comprehensive Income,” (formerly SFAS No. 130). ASC 220-10 requires the reporting of comprehensive income in addition to net income from operations.





Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of information that historically has not been recognized in the calculation of net income.





MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS





The Company expenses all costs related to the acquisition and exploration of mineral properties in which it has secured exploration rights prior to establishment of proven and probable reserves.  To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.




7





DEPRECIATION, AMORTIZATION AND CAPITALIZATION





The Company records depreciation and amortization, when appropriate, using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years).  Expenditures for maintenance and repairs are charged to expense as incurred.  Additions, major renewals and replacements that increase the property's useful life are capitalized.  Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income.





INCOME TAXES





Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized.





The Company follows ASC 740 rules governing uncertain tax positions, which provides guidance for recognition and measurement. This prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on derecognization, classification and disclosure of these uncertain tax positions.





FAIR VALUE OF FINANCIAL INSTRUMENTS (OTHER THAN DERIVATIVE FINANCIAL INSTRUMENTS)





"Disclosures about Fair Value of Financial Instruments"  requires the Company to disclose, when reasonably attainable, the fair market values of its assets and  liabilities which are deemed to be financial instruments.  The Company's financial instruments consist primarily of cash and certain investments.





INVESTMENTS





Investments that are purchased in other companies are valued at cost less any impairment in the value that is other than temporary in nature.





NET LOSS PER SHARE





Basic net loss per share is computed using the weighted average number of shares of common stock outstanding for the period end. The net loss for the period end is divided by the weighted average number of shares outstanding for that period to arrive a net loss per share.





Diluted net loss per share reflects the potential dilution that could occur if the securities or other contracts to issue common stock were exercised or converted into common stock.





GOODWILL AND OTHER INTANGIBLE ASSETS





In accordance with ASC 350- 30-65 (formerly SFAS 142, “Goodwill and Other Intangible Assets”), the Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets were comprised of website assets. Factors the Company considers to be important which could trigger an impairment review include the following:





1.
Significant underperformance relative to expected historical or projected future operating results;





2.
Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and





3.
Significant negative industry or economic trends.





When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.




8





STOCK BASED COMPENSATION





The Company applies ASC 718-10 and ASC 505-50 (formerly SFAS 123R) in accounting for stock options issued to employees. For stock options and warrants issued to non-employees, the Company applies the same standard, which requires the recognition of compensation cost based upon the fair value of stock options at the grant date using the Black-Scholes option pricing model.





RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS





In September 2006, ASC issued 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosure about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007.  Early adoption is encouraged. The adoption of ASC 820 is not expected to have a material impact on the financial statements.





In February 2007, ASC issued 825-10, The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of ASC 320-10, (“ASC 825-10”) which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. A business entity is required to report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. This statement is expected to expand the use of fair value measurement. ASC 825-10 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years.





In December 2007, ASC 808-10 (formerly EITF Issue No. 07-1, “Accounting for Collaborative Arrangements”) was issued.  ASC 808-10 provides guidance concerning: determining whether an arrangement constitutes a collaborative arrangement within the scope of the issue; how costs incurred and revenue generated on sales to third parties should be reported in the income statement; how an entity should characterize payments on the income statement; and what participants should disclose in the notes to the financial statements about a collaborative arrangement. The provisions of ASC 808-10 have been adopted in 2009. ASC 808-10 has had no impact on the Company’s financial statements.





In December 2007, the ASC issued ASC 810-10-65, Noncontrolling Interests in Consolidated Financial Statements. ASC 810-10-65 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, changes in a parent’s ownership of a noncontrolling interest, calculation and disclosure of the consolidated net income attributable to the parent and the noncontrolling interest, changes in a parent’s ownership interest while the parent retains its controlling financial interest and fair value measurement of any retained noncontrolling equity investment.





ASC 810-10-65 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. Management is determining the impact that the adoption of ASC 810-10-65 will have on the Company’s financial position, results of operations or cash flows.





In November 2009, the Company adopted ASC 805,Business Combinations (“ASC 805”). ASC 805 retains the fundamental requirements that the acquisition method of accounting be used for all business combinations and for an acquirer to be identified for each business combination. ASC 805 defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control.  ASC 805 will require an entity to record separately from the business combination the direct costs, where previously these costs were included in the total allocated cost of the acquisition.  ASC 805 will require an entity to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, at their fair values as of that date.





ASC 805 will require an entity to recognize as an asset or liability at fair value for certain contingencies, either contractual or non-contractual, if certain criteria are met.  Finally, ASC 805 will require an entity to recognize contingent consideration at the date of acquisition, based on the fair value at that date.  This will be effective for business combinations completed on or after the first annual reporting period beginning on or after December 15, 2008.  Early adoption is not permitted and the ASC is to be applied prospectively only.  Upon adoption of this ASC, there would be no impact to the Company’s results of operations and financial condition for acquisitions previously completed.  The adoption of ASC 805 is not expected to have a material effect on the Company’s financial position, results of operations or cash flows.





In March 2008, ASC issued ASC 815, Disclosures about Derivative Instruments and Hedging Activities”, (“ASC 815”). ASC 815 requires enhanced disclosures about an entity’s derivative and hedging activities. These enhanced disclosures will discuss: how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. ASC 815 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company does not believe that ASC 815 will have an impact on its results of operations or financial position.




9





In April 2008, ASC issued ASC 350, “Determination of the Useful Life of Intangible Assets”. This amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under ASC 350. The guidance is used for determining the useful life of a recognized intangible asset shall be applied prospectively to intangible assets acquired after adoption, and the disclosure requirements shall be applied prospectively to all intangible assets recognized as of, and subsequent to, adoption. The Company does not believe ASC 350 will materially impact their financial position, results of operations or cash flows.





In June 2008, the FASB ratified ASC 815-40-25 (formerly EITF Issue No. 07-05, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity's Own Stock”). ASC 815-40-25 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity's own stock. Warrants that a company issues that contain a strike price adjustment feature, upon the adoption of ASC 815-40-25, results in the instruments no longer being considered indexed to the company's own stock.  On November 23, 2009, the Company adopted ASC 815-40-25 and re-evaluated its issued and outstanding warrants that contain a strike price adjustment feature.   Based upon the Company’s re-evaluation, ASC 815-40-25 has had no material impact on the Company’s condensed consolidated financial statements.





Effective November 23, 2009, the Company adopted ASC 855, Subsequent Events (“ASC 855”). ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date – that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure should alert all users of financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. Adoption of ASC 855 did not have a material impact on the Company’s results of operations or financial condition. The Company has evaluated subsequent events through August 19, 2010, the date the financial statements were issued.





Effective November 23, 2009, the Company adopted FASB ASU No. 2009-05, Fair Value Measurement and Disclosures (Topic 820) (“ASU 2009-05”). ASU 2009-05 provided amendments to ASC 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities. ASU 2009-05 provides clarification that in circumstances in which a quoted market price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using certain techniques. ASU 2009-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of a liability. ASU 2009-05 also clarifies that both a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required for Level 1 fair value measurements. Adoption of ASU 2009-05 did not have a material impact on the Company’s results of operations or financial condition.





In January 2010, the Company adopted FASB ASU No. 2010-06, Fair Value Measurement and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements(“ASU 2010-06”). These standards require new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. The standards also require new disclosures of activities, including purchases, sales, issuances, and settlements within the Level 3 fair value measurements. The standard also clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. These new disclosures are effective beginning with the first interim filing in 2010.  The disclosures about the roll-forward of information in Level 3 are required for the Company with its first interim filing in 2011. The Company does not believe this standard will impact their financial statements.





Other ASU’s that have been issued or proposed by the FASB ASC that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.





NOTE 3 – PROPERTY AND EQUIPMENT





Property and equipment are made up of the following as of December 31, 2010:




Office equipment

$
2,330Vehicle


32,09734,427Less accumulated depreciation


3,976$
30,451


Depreciation expense for the quarter ended December 31, 2010 was $1,325





10





NOTE 4 - PROVISION FOR INCOME TAXES





Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income.  As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.





As of

December 31, 2010Deferred tax assets:Net Operating Loss

$
(4,870,223
)Tax Rate


34
%Total deferred tax assets

$
1,655,876Less Valuation allowance

$
(1,655,876
)Net deferred tax assets

$
0





Reconciliation of the differences between the statutory tax rate and the effective tax rate is:





December 31,

2010Federal statutory tax rate


34.0
%Effective Tax Rate


34.0
%Valuation Allowance


(34.0
%)Net Effective Tax Rate


0%





As of December 31, 2010, the Company has a net operating loss carry forward of $4,870,223 expiring through 2030. The Company has provided a valuation allowance against the full amount of the deferred tax asset due to management’s uncertainty about its realization. Furthermore, the net operating loss carry forward may be subject to further limitation pursuant to Section 382 of the Internal Revenue Code.





NOTE 5 - COMMITMENTS AND CONTINGENCIES





None





LITIGATION





The Company is not presently involved in any litigation.





NOTE 6 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS





The Company does not believe that the adoption of any recently issued, but not yet effective, accounting standards will have a material effect on its financial position and results of operations.





NOTE 7 - GOING CONCERN





Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses.





The financial statement of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred  a net loss of $4,573,878 for the nine months ended and  cumulative net losses of $4,870,223 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statement of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.




11





NOTE 8 - RELATED PARTY TRANSACTIONS





The officers and directors of the Company, may, in the future, become involved in other business opportunities as they become available, thus they may face a conflict in selecting between the Company and their other business opportunities.  The Company has not formulated a policy for the resolution of such conflicts.





NOTE 9 - STOCK TRANSACTIONS





Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of Statement of Financial Accounting Standards 123. Transactions with employees' stock issuance are in accordance with paragraphs (16 44) of Statement of Financial Accounting Standards 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.





Sales by American Energy Fields,  Inc. (f/k/a Sienna Resources, Inc.)





On December 21, 2009, the board of directors declared a dividend of an additional 11.2 shares of its common stock on each share of its common stock outstanding on December 21, 2009.





On December 24, 2009, the Company entered into the Exchange with Green Energy and the shareholders of Green Energy.  The shareholders of Green Energy transferred all of the issued and outstanding capital stock of Green Energy in exchange for the right to receive one share of American Energy common stock for each share of Green Energy common stock.  Accordingly, an aggregate of 28,788,252 shares of American Energy common stock were issued to the shareholders of Green Energy.





On December 24, 2009, the Company sold in a private placement a total of 9,300,000 shares of common stock to 16 individuals for cash in the amount of $0.15 per share for a total $1,395,000.





On December 24, 2009, Julie Carter resigned as sole officer and director of the company and the Company transferred all of the outstanding capital stock  of  SplitCo to Julie Carter in exchange for the cancellation of 15,250,000 shares of American Energy common stock that she owned.





On March 19, 2010, we granted 350,000 shares of our common stock to Randall Reneau in consideration for his services as the Company's then-Chairman of the Board of Directors.  During the quarter ended  September 30, 2010 these shares were issued.





The Company executed an investor relations agreement on July 15, 2010 pursuant to which it is required to issue 2,000,000 shares of common stock to the consultant in consideration for certain investor relation services. The shares were issued in October of 2010.





On September 1, 2010, the Company entered into consulting agreements with four consultants whereby the Company agreed to issue an aggregate of 800,000 shares of its common stock (200,000 shares per consultant) in consideration for certain services related to business development, financial management and communications.





On October 15, 2010, the Company accepted subscriptions for and issued secured convertible promissory notes (the “Bridge Notes”) in the aggregate principal amount of $50,000.  The Bridge Notes mature on the sixth month anniversary of the date of issuance  and accrue interest at an annual rate of ten percent (10%).  The Bridge Notes are payable in full on the maturity date unless previously converted into shares of the Company’s common stock at an initial conversion price of $1.00 per share, as may be adjusted.  Additionally, the holders of the Bridge Notes shall have the right to convert the principal and any interest due under the Bridge Notes, on a dollar-for-dollar basis, into the shares of the Company issued and sold to investors in a Qualified Financing (as that term is defined in the Bridge Notes), at a conversion price equal to that purchase price per share of the Qualified Financing securities paid by the investors in such financing.





On December 3, 2010, the Company accepted subscriptions for and issued Bridge Notes in the aggregate principal amount of $50,000 on the same terms as described above.





In connection with the issuance of the Bridge Notes, the Company issued 25,000 shares of its common stock to each recipient of $50,000 Bridge Notes.





On December 3, 2010, the Company sold an aggregate of $100,000 worth of units (the “Units”) consisting of one share of the Company’s common stock and one five year warrant to purchase one additional share of common stock at an exercise price of $0.50 per share for a per Unit price of $0.50.  The Units were sold to Joshua Bleak, the Company’s President and Daniel Bleak, the Company’s director.





On December 29, 2010, the Company sold in a private placement a total of 4,000,000 Units to 2 investors at a purchase price of $0.50 per Unit, with each Unit consisting of (i) one share of the Company’s common stock per value $0.0001 per share and (ii) a five (5) year warrant to purchase one share of the Company’s common stock at a per share exercise price of $0.50.  Additionally, the private placement qualified as a Qualified Financing (discussed above) and thus a holder of $50,000 worth of Bridge Notes elected to have the outstanding principal of and accrued interest on such Bridge Note, on a dollar-for-dollar basis, exchanged into the private placement.  Bridge Notes in the aggregate principal amount of $50,000 (plus $416.50 in accrued interest) converted into 100,833 Units in the private placement on December 29, 2010.




12





Acquisition of Mining Rights





On April 26, 2010, the Company purchased a 100% interest in certain 86 unpatented lode mining claims located in Mohave County, Arizona.  The purchase price of these mining claims was $65,000 in cash and 200,000 shares of the Company’s common stock.  Based upon the closing stock price of the Company’s common stock on April 26, 2010, which was $0.85 per share, the issuance of the common stock was valued at $170,000.


As of December 31, 2010 the Company had 53,678,255 shares of common stock issued and outstanding .





NOTE 10 - STOCKHOLDERS' EQUITY





The stockholders' equity section of the Company contains the following classes of capital stock as of  December 31, 2010:





Common stock, $ 0.0001 par value: 200,000,000 shares authorized; 53,378,255 shares issued and outstanding.





Preferred stock, $0.0001 par value: 25,000,000 shares authorized; none issued and outstanding.





Note 11. SUBSEQUENT EVENTS





On February 4, 2011, 4,300,833 shares of Common Stock were issued to the shareholders who purchased the Units in the private placement conducted on December 29, 2010 increasing the number of issued and outstanding shares from 53,678,255 to 57,979,088.




On February 18, 2011, the Company entered into subscription agreements with certain investors for the sale of an additional 12,159,950 Units (as originally defined and described in Noted 9) for an aggregate purchase price of $6,079,975.  In connection with the sale of these Units, the Company paid placement agent fees of $400,497.50 and issued warrants to the placement agent to purchase an aggregate of 2,431,990 shares of common stock on the same terms as the warrants issued to the investors.




NOTE 12 - MINERAL CLAIMS





ARTILLERY PEAK





On April 26, 2010, the Company acquired a 100% interest (minus a 4% net smelter royalty interest) in 86 unpatented lode mining claims, located in Mohave county, Arizona for $65,000 in cash and 200,000 shares of common stock.





The Artillery Peak Property lies within the Date Creek Basin, which is a region well known for significant uranium occurrence.  A number of companies  performed exploration drilling at the Artillery Peak Property in the 1950s through 1970s, and most recently in 2007, indicating substantial uranium mineralization and identifying targets for future exploration.  The uranium anomalies are found primarily within the Artillery Peak Formation, a lacustrine sandstone rock unit.





The Company released a technical report on October 12, 2010 compliant with Canadian National Instrument 43-101 standards prepared by Dr. Karen Wenrich, an expert on uranium mineralization in the southwestern United States, and Allen Wells, who performed a mineral resource estimate (as defined by the Canadian Institute of Mining, Metallurgy and Petroleum) based on historical data and  the recent 2007 data.  As recommended in the technical report, the Company expects to develop plans to conduct exploration drilling to further delineate the extent and nature of the uranium mineralization at the Artillery Peak Property.





COSO





The Coso property is located in Inyo County, California near the town of Lone Pine on the western margin of Coso Mountains, 32 miles (51km) south by road of Lone Pine in Inyo County, California, 150 miles (241km) northeast by road to Bakersfield, CA, 187 miles (300km) north by road of Los Angeles, CA and 283 miles (455km) west by road of Las Vegas.  The Coso Project is accessible from U.S. Highway 395 by taking the Cactus Flat road, an unimproved rod for about 3 to 4 miles east of the highway, and climbing approximately 500 to 1200 feet above the floor of Owens Valley.





On December 24, 2009, as a result of the Exchange, the Company acquired a 100% working interest and 97% net revenue interest in the Coso property.  Prior to our acquisition, Green Energy Fields acquired the Project on November 30, 2009 from NPX Metals, Inc., a Nevada Corporation.  The 97% net revenue interest is the result of the Agreement of Conveyance.  Transfer and Assignment of Assets and Assumption of Obligations dated as of November 30, 2010, referenced in Item 13 of Part III of this filing.  Under the terms of the agreement, NPX Metals, Inc. retained a 3% net smelter return royalty interest in the Coso Property, leaving a 97% net revenue interest to Green Energy Fields, Inc., a wholly owned subsidiary of American Energy Fields, Inc.




13





The Coso property consists of 169 Federal unpatented lode mineral claims on Bureau of Land Management (“BLM”) land totaling   3,380 acres, and 800 State leased acres, in Inyo County, CA.  The unpatented mining claims overlie portins of section 12, 13, 24, 25, 26, 35 and 36 of Township 20 South, Range 37 East (Mount Diablo Base and Meridian), sections 13, 24 and 25 of Township 20 South, Range 37 1⁄2 East (Mount Diablo Base & Meridian), sections 1 and 12 of Township 21, South Range 37 East (mount Diablo Base & Meridian), and sections 6 and 7 of Township 21 South, Range 37 1⁄2 East (Mount Diablo Base & Meridian).  The state lease covers portions of section 6 of Township 20 South, Range 37 East (Mount Diablo Base & Meridian) and section 36 of Township 20 South, Range 37 1⁄2 East (Mount Diablo Base & Meridian).  To maintain the Coso mining claims in good standing, American Energy Fields, Inc must make annual maintenance fee payments to the BLM, in lieu of annual assessment work.  These claim fees are $140.00 per claim per year, plus a recording cost of approximately $50 to Inyo County where the claims are located.  With regard to the unpatented lode mining claims, future exploration drilling at the Coso Project will require American Energy Fields, Inc. to either file a Notice of Intent or a Plan of Operations with the Bureau of Land Management, depending upon the amount of new surface disturbance that is planned.  A Notice of Intent is for planned surface activities that anticipate less than 5.0 acres of surface disturbance, and usually can be obtained within a 30 to 60-day time period.  A Plan of Operations will be required if there is greater than 5.0 acres of new surface disturbance involved with the planned exploration work.  A Plan of Operations can take several months to be approved, depending on the nature of the intended work, the level of reclamation bonding required, the need for archeological surveys, and other factors as may be determined by the BLM.  With regard to the state mineral prospecting permit, American Energy Fields, Inc. is currently authorized to locate on the ground past drill holes, adits, trenches and pits, complete a scintilometer survey, and conduct a sampling program including a bulk sample of 1,000 pounds for leach test.  The Company is not currently authorized to conduct exploration drilling on the state lease.  Any future drilling on the state mineral prospecting permit will require the Company to file environmental documentation under the California Environmental Quality Act.





The Coso property and the surrounding region is located in an arid environment in the rain shadow of the Sierra Nevada mountains.  The property is located near the western margin of the Basin and Range province, a large geologic province in western North America characterized by generally north-south trending fault block mountain ranges separated by broad alluvial basins.  The geology of the area includes Late Jurassic granite bedrock overlain by the Coso Formation, which consists of interfingered gravels, arkosic sandstone, and rhyolitic tuff.  The Coso Formation is overlain by a series of lakebed deposits and volcanic tuffs.





Uranium mineralization at the Coso Property occurs primarily as disseminated deposits in the lower arkosic sandstone/fanglomerate member of the Coso Formation and along silicified fractures and faults within the granite.  Uranium mineralization appears to have been deposited by hudrpthermal fluids moving along fractures in the granite and the overlying Coso Formation.  Mineralization is often accompanied by hermatite staining, silicification, and dark staining from sulfides.  Autinite is the only positively identified uranium mineral in the area.  The main uranium anomalies are found within the basal arkose of the lower Coso Formation and the immediately adjacent granitic rocks.





Uranium exploration has been occurring in the area since the 1950s by a number of mining companies, including Coso Uranium, Inc., Ontario Minerals Company, Western Nuclear, Pioneer Nuclear, Federal Resources Corp., and Union Pacific/RockyMountain Energy Corp.  Previous uranium exploration and prospecting on the Coso property includes geologic mapping, pitting, adits, radon cup surveys, airbone geophysics and drilling.  Our preliminary field observations of the geology and historical working appear to corroborate the historical literature.  These historical exploration programs have identified specific exploration targets on the property.  All previous work has been exploratory in nature, and no mineral extraction or processing facilities have been constructed.  The exploration activities have resulted in over 400 known exploration holes, downhole gamma log data on the drill holes, chemical assay data, and airborne radiometric surveys, and metallurgical testing to determine amenability to leaching.





The property is undeveloped, and there are no facilities or structures.  There are a number of adits and trenches from previous exploration activities as well as more than 400 exploration drill holes.





The last major exploration activities on the Coso Property occurred during a drilling campaign in the mid-1970s.  As of December 31, 2010; the Company had conducted field reconnaissance and mineral sampling on the property, but has not conducted any drilling of geophysical surveys.  We plan to locate and identify the uranium anomalies targeted by previous exploration for further evaluation.  If feasible old drill holes in prospective areas will e re-entered and logged by down-hole radiometric probes to identify zones and grades of subsurface uranium mineralization.





Power is available from the Mono Power Company transmission lines, which parallel U.S. highway 395.  As of December 31, 2010 the water source had not yet been determined.





As of December 31, 2010, an exploration timetable and budget had not yet been developed and there were no current detailed plans to conduct exploration on the property.





As of December 31, 2010, American Energy Fields did not have a sample collection.





With regard to the state mineral prospecting permit, American Energy Fields, Inc., is currently authorized to locate on the ground past drill holes, adits trenches and pits, complete a scintilometer survey, and conduct a sampling program including a bulk sample of 1000 pounds for leach test.  The Company is not currently authorized to conduct exploration drilling on the state lease.  Any future drilling on the state mineral prospecting permit will require the Company to file environmental documentation under the California Environmental Quality Act.





The Coso Property does not currently have any known reserves.  All activities undertaken and currently proposed at the Coso Property are exploratory in mature.


14




BLYTHE





The Blythe project is located in the southern McCoy Mountains in Riverside County, California approximately 15 miles west of the community of Blythe.  It consists of 66 lode mining claims (the NPG Claims) covering 1320 acres of BLM land.





On December 24, 2009, as a result of the Exchange, the Company acquired a 100% interest (minus a 3% Net Smelter Return Royalty) in the Blythe Property.  Prior to our acquisition, Green Energy acquired the project on November 30, 2009.





The Blythe property is located in an arid environment within the Basin and Range Province.  The southern McCoy Mountains are composed of Precambrian metasediments, including meta-conglomerates, grits, quartzities and minor interbedded shales.





A number of companies have worked on the Blythe uranium property during the 1950s through the 1980s.  Several shipments of ore were reportedly shipped from the property.





The Blythe Prospect occurs in the southern McCoy Mountains, which are composed of Precambrian metasediments, including meta-conglomerates, grits, quartzites and minor interbedded shales.





Uranium mineralization occurs along fractures, in meta-conglomerates and in breccia zones.  Secondary uranium minerals occur on fracture surfaces and foliation planes adjacent to fine veinlets of pitchblende.  Uranium minerals include uraninite (pitchblende), uranophane, gummite and boltwoodite.  It has been reported that the uranium mineralization tends to occur in areas where finely disseminated hematite is present.





Although there are no known intrusive bodies near the property, it is believed that the uranium mineralization could be hydrothermal in origin and genetically related to an intrusive source.  If such a deep-seated intrusive body underlies the property it is possible that larger concentrations of primary uranium ore may exist at depth.





A number of companies have worked on the Blythe uranium property during the 1950s through the 1980s.  Several shipments of ore were reportedly shipped from the property.





As of December 31, 2010, the Company was still in the process of assessing the Blythe Property.  Additional information will be forthcoming.





The Blythe Property does not currently have any know reserves.  All activities undertaken and currently proposed at the Coso Property are exploratory in nature.





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.





FORWARD LOOKING STATEMENTS





Some of the statements contained in this Form 10-Q that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-Q, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events.





All written forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.





The safe harbors of forward-looking statements provided by the Securities Litigation Reform Act of 1995 are unavailable to issuers not subject to the reporting requirements set forth under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. As we have not registered our securities pursuant to Section 12 of the Exchange Act, such safe harbors set forth under the Reform Act are unavailable to us.





15




OVERVIEW





American Energy Fields, Inc. (“we” or the “Company”) was incorporated as Sienna Resources, Inc. in the State of Delaware on July 20, 2007 to engage in the acquisition, exploration and development of natural resource properties.  On December 21, 2009, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware in order to change our name to “American Energy Fields, Inc.”, change our authorized capital to 200,000,000 shares of common stock, par value $0.0001 per share, and 25,000,000 shares of preferred stock, par value $0.0001 per share and create “blank check” preferred stock.





On December 24, 2009, we entered into the Exchange with Green Energy and the shareholders of Green Energy, which caused Green Energy to become our wholly-owned subsidiary.





We are primarily engaged, through our operating subsidiary, Green Energy,  in the acquisition and exploration of properties that may contain uranium mineralization in the United States. Our target properties are those that have been the subject of historical exploration.  We have acquired State Leases and Federal unpatented mining claims in the states of Arizona and California for the purpose of exploration and potential development of uranium minerals on a total of approximately 7,200 acres.





Our properties do not have any reserves.  We plan to conduct exploration programs on these properties with the objectives of ascertaining whether any of our properties contain economic concentrations of uranium that are prospective for mining.  We plan to review opportunities to acquire additional mineral properties with current or historic uranium mineralization with meaningful exploration potential.





On April 26, 2010, we acquired a 100% interest (minus a 4% net smelter royalty interest) in 86 unpatented lode mining claims, located in Mohave county, Arizona, known as the Artillery Peak Property.  The Artillery Peak Property lies within the Date Creek Basin, which is a region well known for significant uranium occurrence.  A number of companies  performed exploration drilling at the Artillery Peak Property in the 1950s through 1970s, and most recently in 2007, indicating substantial uranium mineralization and identifying targets for future exploration.  The uranium anomalies are found primarily within the Artillery Peak Formation, a lacustrine sandstone rock unit.





The Company released a technical report on October 12, 2010 compliant with Canadian National Instrument 43-101 standards prepared by Dr. Karen Wenrich, an expert on uranium mineralization in the southwestern United States, and Allen Wells, who performed a mineral resource estimate (as defined by the Canadian Institute of Mining, Metallurgy and Petroleum) based on historical data and the recent 2007 data.  As recommended in the technical report, the Company expects to develop plans to conduct exploration drilling to further delineate the extent and nature of the uranium mineralization at the Artillery Peak Property.  At the Coso Property, uranium anomalies targeted by previous exploration will be relocated and re-identified by the Company for further evaluation. If feasible, old drill holes in prospective areas will be re-entered and logged by down-hole radiometric probes to identify zones and grades or subsurface uranium mineralization.





At the Blythe uranium property, the Company proposes to locate and re-enter as many old drill holes as possible. These holes will be probed with Geophysical instruments to determine radioactivity and uranium mineralization in the surfaces. If these results are positive, then additional drilling and down hole probing will be proposed.





Our principal executive offices are located at 3266 W. Galveston Drive, Suite 101 Apache Junction, Arizona 95120. Our telephone number is 480-288-6530.





Green Energy was formed on November 23, 2009.  Therefore, there are no comparative periods in 2009 for our fiscal quarter





RESULTS OF OPERATIONS





Analysis of the three months ended December 31, 2010 compared to the period from inception, November 23, 2009 to December 31, 2009.





For the three months ended December 31, 2010, the Company was still in our exploration stage and has generated no revenues to date.





The Company had a net loss of ($2,419,501) for the three months ended December 31, 2010 compared to a net loss of ($120,144) for the period November 23, 2009 to December 31, 2009, an increase in the net loss of $2,299,357.





Total selling, general and administrative expenses increased by $994,847 to $1,114,991 for the three months ended December 31, 2010 as compared to $120,144 for the period November 23, 2009 to December 31, 2009.  These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business, obtaining additional sale of stock and the preparation and filing of our financial disclosure reports with the U.S. Securities and Exchange Commission.





Nine Months Ended December 31, 2010





For the nine months ended December 31, 2010, the Company was still in an exploration stage and has generated no revenues to date.





For the nine months ended December 31, 2010, the Company generated a loss of ($4,573,878).





We incurred operating expenses of $3,284,576 for the nine months ended December 31, 2010.  These expenses consisted of general expenses and professional fees incurred in connection with the day to day operation of our business, sales of our stock and the preparation and filing of our financial disclosure reports with the U.S. Securities and Exchange Commission.




16





LIQUIDITY AND CAPITAL RESOURCES





For the three months ended December 31, 2010, the Company increased its working capital position by $155,921 from $977,334 at March 31, 2010 to $ 1,133,255 at December 31, 2010.





The Company’s capital resources are comprised primarily of private investors.  The Company’s ongoing need for capital will require it to enter into additional agreements to raise capital from private individuals or corporations.





Our cash balance at December 31, 2010 was $1,531,655 and we had $398,400 in outstanding liabilities.





Our financial statements from inception (November 23, 2009) through the quarter ended December 31, 2010 reported no revenues and a net loss of ($4,870,223).





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK





Not Applicable





ITEM 4. CONTROLS AND PROCEDURES.





EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES





Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.





Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and the Company's Chief Financial Officer ("CFO"), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the quarter ended December 31, 2010. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures are effective to ensure that information requiring disclosure by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.





CHANGES IN INTERNAL CONTROLS





Our management, with the participation our CEO and CFO, performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the three month period ended December 31, 2010. Based on that evaluation, our CEO and our CFO concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended December 31, 2010, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.





17







PART II--OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS





None





ITEM 1A. RISK FACTORS





Not Applicable





ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





On October 6, 2010, the Company entered into an agreement with its newly appointed director, Bill Allred, whereby, in consideration for Mr. Allred’s services as an independent director of the Company, the Company agreed to issue an aggregate of 150,000 stock options with an exercise price of $0.25 per share, which shall vest 30,000 shares every six months for a total vesting period of thirty (30) months.




On October 15, 2010, the Company accepted subscriptions for and issued secured convertible promissory notes (the “Bridge Notes”) in the aggregate principal amount of $50,000.  The Bridge Notes mature on the sixth month anniversary of the date of issuance  and accrue interest at an annual rate of ten percent (10%).  The Bridge Notes are payable in full on the maturity date unless previously converted into shares of the Company’s common stock at an initial conversion price of $1.00 per share, as may be adjusted.  Additionally, the holders of the Bridge Notes shall have the right to convert the principal and any interest due under the Bridge Notes, on a dollar-for-dollar basis, into the shares of the Company issued and sold to investors in a Qualified Financing (as that term is defined in the Bridge Notes), at a conversion price equal to that purchase price per share of the Qualified Financing securities paid by the investors in such financing.




On December 3, 2010, the Company accepted subscriptions for and issued Bridge Notes in the aggregate principal amount of $50,000 on the same terms as described above.




In connection with the issuance of the Bridge Notes, the Company issued 25,000 shares of its common stock to each recipient of $50,000 Bridge Notes.




On December 3, 2010, the Company sold an aggregate of $100,000 worth of units (the “Units”) consisting of one share of the Company’s common stock and one five year warrant to purchase one additional share of common stock at an exercise price of $0.50 per share for a per Unit price of $0.50.  The Units were sold to Joshua Bleak, the Company’s President and Daniel Bleak, the Company’s director.




On December 29, 2010, the Company sold in a private placement a total of 4,000,000 Units to 2 investors at a purchase price of $0.50 per Unit, which each Unit consisting of (i) one share of the Company’s common stock per value $0.0001 per share and (ii) a five (5) year warrant to purchase one share of the Company’s common stock at a per share exercise price of $0.50.  Additionally, the private placement qualified as a Qualified Financing (discussed above) and thus the holder of $50,000 worth of Bridge Notes elected to have the outstanding principal of and accrued interest on such Bridge Note, on a dollar-for-dollar basis, exchanged into the private placement.  Bridge Notes in the aggregate principal amount of $50,000 (plus $416.50 in accrued interest) converted into 100,833 Units in the private placement on December 29, 2010




The sales of the above referenced securites were issued in transactions that was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities Act, which exempts transactions of an issuer not involving a public offering.


18








ITEM 3 - DEFAULTS UPON SENIOR SECURITIES





NONE





ITEM 4 -[REMOVED AND RESERVED.]





ITEM 5 - OTHER INFORMATION





None.





ITEM 6 - EXHIBITS.







10.1
Letter Agreement dated as of October 6, 2010 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 13, 2010)10.2
Form of Note (Incorporated by reference to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 21, 2010)10.3
Form of Subscription Agreement (Incorporated by reference to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 5, 2011)10.4
Form of Warrant (Incorporated by reference to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 5, 2011)10.5
Form of Registration Rights Agreement (Incorporated by reference to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 5, 2011)31.1
Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002.31.2
Certification by Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002.32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.















19








SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Dated: February 22, 2011
American Energy Fields, Inc.



By: /s/ Joshua BleakJoshua Bleak, President andChief Executive OfficerBy: /s/  David P. LiebermanActing Chief Financial Officer andPrincipal Accounting Officer

















20


EXHIBIT INDEX











Exhibit No.                                Description





10.1
Letter Agreement dated as of October 6, 2010 (Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 13, 2010)10.2
Form of Note (Incorporated by reference to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 21, 2010)10.3
Form of Subscription Agreement (Incorporated by reference to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 5, 2011)10.4
Form of Warrant (Incorporated by reference to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 5, 2011)10.5
Form of Registration Rights Agreement (Incorporated by reference to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 5, 2011)31.1
Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002.31.2
Certification by Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002.32.1
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.32.2
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
 
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